HomeMy WebLinkAboutCivitas Advisors Inc; 2022-03-24;1
AGREEMENT FOR BUSINESS IMPROVEMENT DISTRICT ESTABLISHMENT AND DISESTABLISHMENT SERVICES
CIVITAS ADVISORS, INC. THIS AGREEMENT is made and entered into as of the 24th day of March, 2022, by and
between the CARLSBAD TOURSIM BUSINESS IMPROVEMENT DISTRICT, a business improvement district, ("District"), and Civitas Advisors Inc., a California corporation ("Contractor"). RECITALS A. District requires the professional services of a contractor experienced in the establishment and disestablishment of business improvement districts in the State of California. B. Contractor has the necessary experience in providing professional services for the establishment and disestablishment of business improvement districts in the State of California
C. Contractor has submitted a proposal to District and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, District and Contractor agree as follows: 1. SCOPE OF WORK District retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of twelve (12) months from the date first above written. The District may amend the Agreement to extend it for one additional twelve (12) month period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, District needs, and appropriation of funds by the District’s Advisory Board. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be forty-four thousand, five hundred dollars ($44,500). No other compensation for the Services will
be allowed except for items covered by subsequent amendments to this Agreement. If the District elects to extend the Agreement, the amount shall not exceed forty-four thousand, five hundred dollars ($44,500) per Agreement year. The District reserves the right to withhold a ten percent
(10%) retention until District has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of District. Contractor will be under control of District only as to the result to be accomplished, but will consult with District as necessary. The persons used by Contractor to provide services under this Agreement will not
be considered employees of District for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. District will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. District will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify District within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which District may be required to
make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the District’s election, District may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of District. If Contractor subcontracts any of the Services, Contractor will be fully responsible to District for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and District. Contractor will be responsible
for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by District.
8. OTHER CONTRACTORS The District reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the District and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s
agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus
line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
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10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the
City of Carlsbad’s Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, District, and their officers, agents and employees make
no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as
Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City and District as an additionally insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to District's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City and District will be named as an additional insured on Commercial
General Liability which shall provide primary coverage to the City and District. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to District sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to D's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to District. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then District will have the option to declare Contractor in breach or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by District to obtain or maintain insurance and District may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. District reserves the right to require, at any time,
complete and certified copies of any or all required insurance policies and endorsements.
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11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of District
during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of District. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to District. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in District and Contractor relinquishes all claims to the copyrights in favor of District. 15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of District and on behalf of Contractor under this Agreement.
For District For Contractor
Name Cheryl Gerhardt Name John Lambeth
Title Finance Manager Title President & CEO
Department Finance Department Address 1102 Corporate Way, Ste. 140
City of Carlsbad Sacramento, CA 95831
Address 1635 Faraday Ave Phone No. 800-999-7781
Carlsbad, CA 92008 Email jlambeth@civitasadvisors.com
Phone No. 760-277-5203
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City of Carlsbad City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The
Contractor shall report investments or interests in all categories. Yes No x
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17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or District will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City
of Carlsbad’s City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will
prohibit the parties from seeking remedies available to them at law. 20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, District may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If District decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, District may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by District and all work in progress to District address contained in this Agreement. District will make a determination of fact based upon the work product delivered to District and of the percentage of work that Contractor has performed which is usable and of worth
to District in having the Agreement completed. Based upon that finding District will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of District, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to District. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. District will make the final determination as to the portions of tasks completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
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Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, District will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to District must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to District, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If District seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for District to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon District and
Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of District, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR
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CARLSBAD BUSINESS IMPROVEMENT DISTRICT, a California business
improvement district
By: By:
(sign here) Tim Stripe, Chair, Carlsbad Tourism Business Improvement District Advisory Board
(John Lambeth, President & CEO)
ATTEST:
By:
(sign here) FAVIOLA MEDINA
City Clerk Services Manager
(Carson Lambeth, Secretary)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel
BY: _____________________________ Assistant General Counsel
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EXHIBIT “A”
SCOPE OF SERVICES
Scope of Services for the City of Carlsbad
Overview
Five (5) steps are anticipated over six (6) months, resulting in a successful CTBID conversion.
The five steps (5) are briefly described below and outlined in further detail on the following
pages. If the project is initiated by March 1, 2022, we expect each of the steps to be completed
during the month(s) listed.
Step One: Initiation & Infrastructure (March)
This step creates the necessary leadership structure to carry out the project. During this step
Civitas, the City, and other business owners will identify their respective roles in the formation
process. This step also includes gathering information on the district.
Step Two: Stakeholder Education & Engagement (April)
Outreach efforts are undertaken in step two (2) to connect with business owners to gain their
support for the converted CTBID.
Step Three: Document Preparation and Revision (May)
In step three (3), documents necessary to convert the CTBID are drafted. Civitas will work
closely with business owners and the City to ensure documents reflect the needs and priorities
of assessed businesses. Documents drafted by Civitas will be submitted to the City and
business owners for review. Based on their input, Civitas will revise documents as necessary
and prepare final documents.
Step Four: Petition Preparation & Petition Drive (June)
Civitas will draft the petition, submit it to the City for review, and incorporate any amendments.
Civitas will also help coordinate the petition drive to ensure that the petitions collected meet the
required state threshold.
Step Five: City Hearing Process (July & August)
Finally, Civitas will guide the City through the City Council hearing process to convert the
CTBID.
Step One: Initiation & Infrastructure
This step includes development of program infrastructure necessary to carry out a successful
conversion project. Civitas will work with the City to update the database of CTBID lodging
business owners.
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1.1 Develop Project Parameters
Civitas will work with the City and business owners to clarify the project parameters.
Assignments for Civitas, the City, and lodging business owners will be established.
1.2 Leadership Infrastructure
A project steering committee composed of City staff and lodging business owners will be
formed. We will work with the steering committee to provide guidance and keep the project on
track.
1.3 Database
Civitas will work with the City to update the CTBID database. The database will be used for
various purposes throughout the project, including calculating assessments and conducting
mailings. Variables that may need to be assembled include business name and address,
owner name, business, and revenue. Civitas will sign a non-disclosure agreement if necessary,
or work with the City to determine the petition and protest weight of each business.
Step Two: Stakeholder Education and Engagement
It is our understanding that the steering committee will conduct outreach to, and build
consensus among lodging business owners within the CTBID via peer to peer communication
with the support of Civitas. Reaching out to lodging business owners, city leadership and city
staff is a crucial piece of the conversion process.
2.1 Develop Outreach Program
Civitas and the City will work together to develop an effective outreach program. The program
will include educating City staff and lodging business owners about TIDs, the advantages of the
’94 Act, and seeking their input on the best strategy for Carlsbad.
2.2 Establish District Parameters
During the outreach process, budget priorities will be discussed and may be modified. It is
anticipated that the assessment rate will not be modified. Other elements of the CTBID, such
as governance provisions and service priorities, will also be discussed and will be modified as
requested.
2.3 Database
The initial database will be updated and manipulated throughout the outreach process. Civitas
and the City will build on previously obtained information to maintain a complete and current
database of CTBID lodging businesses.
2.4 Advice & Strategy
In step two (2), in coordination with the General Counsel and Outside Counsel, Civitas will
provide advice as to best handle the reserves that are currently in the existing TBID. Options
presented will include addressing issues associated with retaining the existing district or
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dissolving the existing district. In addition, Civitas will provide advice on current and future
options associated with including the Golf BID in the new district or retaining its current
structure.
Step Three: Document Preparation and Revision
Civitas will utilize information gathered in the outreach and consensus building process to
prepare documents required for CTBID conversion.
3.1 Management District Plan
Civitas will prepare a Management District Plan that complies with California law and serves as
a user-friendly educational tool. The Management District Plan will include:
• District rationale and objectives
• District boundaries, benefit zones, and business classifications
• Service plan and annual budget
• Proposition 26 compliance provisions
• Assessment rate
• Governance structure
• District rules and regulations
• Exhibits, including a map and list of businesses
3.2 Resolutions, Ordinance and Notice Civitas will draft the resolutions and/or ordinances necessary to convert the CTBID. The resolutions will include parameters from the Management District Plan and other legally required elements. A notice must also be sent to lodging businesses proposed to be in the CTBID; Civitas will draft the notice.
3.3 Steering Committee Review
Civitas will submit draft documents to the steering committee for review. Civitas will revise
documents to incorporate any comments from the steering committee.
3.4 Consultation with Counsel
Civitas’ staff will work with the General Counsel’s Office and outside counsel to obtain their
review and approval of documents. Civitas will incorporate their comments as necessary, and
prepare finalized documents.
3.5 Finalization
Based on comments from the steering committee, city staff and counsel, Civitas will prepare a
final version of the Management District Plan, and all other documents. Finalization may require
several rounds of edits and negotiation between the parties.
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Step Four: Petition Preparation and Petition Drive
4.1 Petition
The 1994 Law requires signed petitions from businesses to begin the CTBID conversion
process. Civitas will draft the petition based on the Management District Plan.
4.2 Petition Collection Civitas will work with the steering committee to ensure adequate petition support has been garnered. This will include working with the City to devise a calculation method, and working with the steering committee to identify the most influential lodging business owners. The steering committee and the City will be responsible for collecting signed petitions from lodging business owners.
Step Five: City Hearing Process
Once the steering committee and City have approved final documents, Civitas will assist in
submitting the project to the City Council.
5.1 District Finalization Civitas will take all necessary steps to prepare for CTBID conversion and wind down. This will include coordinating with City staff to set and prepare for hearings and discussing legal matters with the General Counsel and outside counsel. Frequent phone calls, email correspondence, and other communications will be necessary throughout this step.
5.2 Resolution of Intention Civitas will attend the City Council hearing on the Resolution of Intention. If necessary, Civitas will be prepared to make a brief presentation about the converted CTBID to the City Council.
After the Resolution of Intention is adopted, Civitas will coordinate with City staff to ensure notice is given to CTBID businesses in accordance with the 1994 Law.
5.3 Public Meeting Civitas will help the City prepare for the public meeting. Civitas will outline the requirements of the meeting and work with the General Counsel and outside counsel to ensure compliance with the 1994 Law. 5.4 Public Hearing Civitas will attend the public hearing and be prepared to make presentations and address any
issues that may arise.
5.5 Disestablishment of Existing District
If desired, Civitas will draft the necessary documents to disestablish the existing district.
Documents will include a Resolution of Intention, Notice, and Disestablishment Ordinance.
Civitas will work with the City staff to finalize and execute the disestablishment.
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Cost and Fees
Investment
This proposal is based on the understanding that business owners and the City will provide assistance and time needed to facilitate the process on the local level, including time devoted to outreach meetings, and gathering support and signed petitions from businesses. The CTBID’s
investment for the scope of services and timeline described herein shall be $38,500. The City ’s investment includes two (2) trips to Carlsbad to attend City Council hearings. If additional trips are necessary, we would be happy to make additional trips for a professional fee of $1,250 per trip,
plus expenses.
Expenses
The City will be responsible for all costs and expenses in addition to the professional fees. Ordinary costs and expenses, including telephone charges, postage, and photocopying will be billed at four percent (4%) of professional fees. Other costs, such as travel, overnight shipping, bulk mailing and printing costs (over 100 pages) shall be billed at Civitas’ actual cost. Expenses are not expected to exceed $2,500.
Billing
Civitas proposes a fixed monthly fee of $6,000 per month for six (6) months, plus expenses. A start-up fee of ten percent (10%) of project costs, $3,850, will be due and payable upon execution of an agreement for services between Civitas and the City. The amount of the start-up fee will be deducted from the final invoice, which will also be adjusted to account for the total contract price. Civitas will send a monthly invoice for fees and costs incurred. Invoices will include the fixed professional fee and expenses. The basis of calculation or other method of determining expenses will be clearly identified by item and amount.
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COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED OWNERS,LESSEES
OR CONTRACTORS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PROVISIONS:
1.WHO IS AN INSURED (SECTION II)is amended in a written contract for this insurance to
to include as an insured any person or organiza-apply on a primary or contributory basis.
tion (called hereafter "additional insured")whom 3.This insurance does not apply:you have agreed in a written contract,executed a.on any basis to any person or organizationpriortoloss,to name as additional insured,but for whom you have purchased an Ownersonlywithrespecttoliabilityarisingoutof"your and Contractors Protective policy.work"or your ongoing operations for that addi-
tional insured performed by you or for you.b.to "bodily injury,""property damage,""per-
sonal injury,"or "advertising injury"arising2.With respect to the insurance afforded to Addi-out of the rendering of or the failure to rendertionalInsuredsthefollowingconditionsapply:any professional services by or for you,in-a.Limits of Insurance The following limits of cluding:liability apply:1.The preparing,approving or failing to1.The limits which you agreed to provide;prepare or approve maps,drawings,or opinions,reports,surveys,change or-
2.The limits shown on the declarations,ders,designs or specifications;and
whichever is less.2.Supervisory,inspection or engineering
services.b.This insurance is excess over any valid and
collectible insurance unless you have agreed
CG D1 05 04 94 Copyright,The Travelers Indemnity Company,1994.Page 1 of 1
Includes Copyrighted Material from Insurance Services Office,Inc.
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COMMERCIAL GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read (1)The "bodily injury" or "property damage" is
the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place
what is and is not covered.in the"coverage territory";
Throughout this policy the words "you" and "your" refer (2)The "bodily injury" or "property damage"
to the Named Insured shown in the Declarations, and occurs during the policy period; and
any other person or organization qualifying as a Named (3)Prior to the policy period, no insured listedInsured under this policy. The words "we", "us" and under Paragraph 1.of Section II – Who Is"our" refer to the company providing this insurance.An Insured and no "employee" authorized
The word "insured" means any person or organization by you to give or receive notice of an
qualifying as such under Section II – Who Is An "occurrence" or claim knew that the "bodily
Insured.injury" or "property damage" had occurred,
in whole or in part. If such a listed insuredOther words and phrases that appear in quotation or authorized "employee" knew, prior to themarks have special meaning. Refer to Section V –policy period, that the "bodily injury" orDefinitions."property damage" occurred, then any
SECTION I – COVERAGES continuation, change or resumption of such
"bodily injury" or "property damage" duringCOVERAGE A – BODILY INJURY AND PROPERTY or after the policy period will be deemed toDAMAGE LIABILITY have been known prior to the policy period.1. Insuring Agreement
c."Bodily injury" or "property damage" whicha.We will pay those sums that the insured occurs during the policy period and was not,becomes legally obligated to pay as damages prior to the policy period, known to havebecause of "bodily injury" or "property damage"occurred by any insured listed under Paragraphto which this insurance applies. We will have 1.of Section II – Who Is An Insured or anythe right and duty to defend the insured against "employee" authorized by you to give or receiveany "suit" seeking those damages. However,notice of an "occurrence" or claim, includes anywe will have no duty to defend the insured continuation, change or resumption of thatagainst any "suit" seeking damages for "bodily "bodily injury" or "property damage" after theinjury" or "property damage" to which this end of the policy period.insurance does not apply. We may, at our
discretion, investigate any "occurrence" and d."Bodily injury" or "property damage" will be
settle any claim or "suit" that may result. But:deemed to have been known to have occurred
at the earliest time when any insured listed(1)The amount we will pay for damages is under Paragraph 1.of Section II – Who Is Anlimited as described in Section III – Limits Insured or any "employee" authorized by you toOf Insurance; and give or receive notice of an "occurrence" or
(2)Our right and duty to defend end when we claim:
have used up the applicable limit of (1)Reports all, or any part, of the "bodilyinsurance in the payment of judgments or injury" or "property damage" to us or anysettlements under Coverages A or B or other insurer;medical expenses under Coverage C.
(2)Receives a written or verbal demand orNo other obligation or liability to pay sums or claim for damages because of the "bodilyperform acts or services is covered unless injury" or "property damage"; orexplicitly provided for under Supplementary
Payments.(3)Becomes aware by any other means that
"bodily injury" or "property damage" hasb.This insurance applies to "bodily injury" and occurred or has begun to occur."property damage" only if:
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page1 of 21
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COMMERCIAL GENERAL LIABILITY
e.Damages because of "bodily injury" include (3)Any statute, ordinance or regulation relating
damages claimed by any person or organization to the sale, gift, distribution or use of
for care, loss of services or death resulting at alcoholic beverages.
any time from the"bodily injury".This exclusion applies only if you are in the
2. Exclusions business of manufacturing, distributing, selling,
serving or furnishing alcoholic beverages. ForThis insurance does not apply to:the purposes of this exclusion, permitting aa. Expected Or Intended Injury person to bring alcoholic beverages on your
"Bodily injury" or "property damage" expected or premises, for consumption on your premises,
intended from the standpoint of the insured.whether or not a fee is charged or a license is
This exclusion does not apply to "bodily injury"required for such activity, is not by itself
or "property damage" resulting from the use of considered the business of selling, serving or
reasonable force to protect persons or property.furnishing alcoholic beverages.
b. Contractual Liability d. Workers' Compensation And Similar Laws
"Bodily injury" or "property damage" for which Any obligation of the insured under a workers'
the insured is obligated to pay damages by compensation, disability benefits or
reason of the assumption of liability in a unemployment compensation law or any similar
contract or agreement. This exclusion does not law.
apply to liability for damages:e. Employer's Liability
(1)That the insured would have in the absence "Bodily injury" to:of the contract or agreement; or (1)An "employee" of the insured arising out of(2)Assumed in a contract or agreement that is and in the course of:an "insured contract", provided that the (a)Employment by the insured; or"bodily injury" or "property damage" occurs
subsequent to the execution of the contract (b)Performing duties related to the
or agreement. Solely for the purposes of conduct of the insured's business; or
liability assumed in an "insured contract",(2)The spouse, child, parent, brother or sisterreasonable attorneys' fees and necessary of that "employee" as a consequence oflitigation expenses incurred by or for a party Paragraph (1)above.other than an insured will be deemed to be This exclusion applies whether the insured maydamages because of "bodily injury" or be liable as an employer or in any other capacity"property damage", provided that:and to any obligation to share damages with or(a)Liability to such party for, or for the repay someone else who must pay damagescost of, that party's defense has also because of the injury.been assumed in the same "insured This exclusion does not apply to liabilitycontract"; and assumed by the insured under an "insured(b)Such attorneys' fees and litigation contract".expenses are for defense of that party f. Pollutionagainst a civil or alternative dispute
(1)"Bodily injury" or "property damage" arisingresolution proceeding in which
out of the actual, alleged or threateneddamages to which this insurance
discharge, dispersal, seepage, migration,applies are alleged.
release or escape of "pollutants":c. Liquor Liability
(a)At or from any premises, site or"Bodily injury" or "property damage" for which location which is or was at any timeany insured may be held liable by reason of:owned or occupied by, or rented or
(1)Causing or contributing to the intoxication loaned to, any insured. However, thisof any person;subparagraph does not apply to:
(2)The furnishing of alcoholic beverages to a (i)"Bodily injury" if sustained within aperson under the legal drinking age or building and caused by smoke,under the influence of alcohol; or fumes, vapor or soot produced by
or originating from equipment that
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Includes copyrighted material of Insurance Services Office, Inc. with its permission.Do not attach this form to a policy. It is for informational use only.DocuSign Envelope ID: 3C21065B-C7DA-4F44-A990-51A3C10835D4
COMMERCIAL GENERAL LIABILITY
is used to heat, cool or dehumidify to perform the normal electrical,
the building, or produced by or hydraulic or mechanical functions
originating from equipment that is necessary for the operation of
used to heat water for personal "mobile equipment" or its parts, if
use by the building's occupants or such fuels, lubricants or other
their guests;operating fluids escape from a
vehicle part designed to hold, store(ii)"Bodily injury" or "property or receive them. This exceptiondamage" for which you may be
does not apply if the "bodily injury"held liable, if you are a contractor
or "property damage" arises out ofand the owner or lessee of such
the intentional discharge, dispersalpremises, site or location has been
or release of the fuels, lubricantsadded to your policy as an
or other operating fluids, or if suchadditional insured with respect to
your ongoing operations performed fuels, lubricants or other operating
for that additional insured at that fluids are brought on or to the
premises, site or location and such premises, site or location with the
premises, site or location is not intent that they be discharged,
and never was owned or occupied dispersed or released as part of
by, or rented or loaned to, any the operations being performed by
insured, other than that additional such insured, contractor orinsured; or subcontractor;
(iii)"Bodily injury" or "property (ii)"Bodily injury" or "propertydamage" arising out of heat,damage" sustained within asmoke or fumes from a "hostile building and caused by the releasefire";of gases, fumes or vapors from
(b)At or from any premises, site or materials brought into that buildinglocation which is or was at any time in connection with operations beingused by or for any insured or others for performed by you or on your behalfthe handling, storage, disposal,by a contractor or subcontractor; orprocessing or treatment of waste;
(iii)"Bodily injury" or "property(c)If such "pollutants" are or were at any damage" arising out of heat,time transported, handled, stored,smoke or fumes from a "hostiletreated, disposed of, or processed as fire"; orwaste by or for:
(e)At or from any premises, site or(i)Any insured; or location on which any insured or any(ii)Any person or organization for contractors or subcontractors workingwhom you may be legally directly or indirectly on any insured'sresponsible;behalf are or were at any time
(d)At or from any premises, site or performing operations to test for,location on which any insured or any monitor, clean up, remove, contain,contractors or subcontractors working treat, detoxify or neutralize, or in anydirectly or indirectly on any insured's way respond to, or assess the effectsbehalf are performing operations if the of, "pollutants"."pollutants" are brought on or to the
(2)Any loss, cost or expense arising out ofpremises, site or location in connection any:with such operations by such insured,
contractor or subcontractor. However,(a)Request, demand, order or statutory orthis subparagraph does not apply to:regulatory requirement that any insured
(i)"Bodily injury" or "property or others test for, monitor, clean up,
damage" arising out of the escape remove, contain, treat, detoxify or
of fuels, lubricants or other neutralize, or in any way respond to, or
operating fluids which are needed assess the effects of,"pollutants"; or
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page3 of 21
Includes copyrighted material of Insurance Services Office, Inc. with its permission.Do not attach this form to a policy. It is for informational use only.DocuSign Envelope ID: 3C21065B-C7DA-4F44-A990-51A3C10835D4
COMMERCIAL GENERAL LIABILITY
(b)Claim or suit by or on behalf of any (b)The operation of any of the machinery
governmental authority or any other or equipment listed in Paragraph f.(2)
person or organization because of or f.(3)of the definition of "mobile
testing for, monitoring, cleaning up,equipment"; or
removing, containing, treating,(6)An aircraft that is:detoxifying or neutralizing, or in any (a)Chartered with a pilot to any insured;way responding to, or assessing the
effects of, "pollutants".(b)Not owned by any insured; and
g. Aircraft, Auto Or Watercraft (c)Not being used to carry any person or
property for a charge."Bodily injury" or "property damage" arising out
of the ownership, maintenance, use or h. Mobile Equipment
entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising outwatercraft owned or operated by or rented or of:loaned to any insured. Use includes operation (1)The transportation of "mobile equipment"and "loading or unloading".by an "auto" owned or operated by orThis exclusion applies even if the claims rented or loaned to any insured; oragainst any insured allege negligence or other (2)The use of "mobile equipment" in, or whilewrongdoing in the supervision, hiring,in practice for, or while being prepared for,employment, training or monitoring of others by any prearranged racing, speed, demolition,that insured, if the "occurrence" which caused or stunting activity.the "bodily injury" or "property damage" involved
the ownership, maintenance, use or i. War
entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising outwatercraft that is owned or operated by or of:rented or loaned to any insured.(1)War, including undeclared or civil war;This exclusion does not apply to:(2)Warlike action by a military force, including(1)A watercraft while ashore on premises you action in hindering or defending against anown or rent;actual or expected attack, by any
(2)A watercraft you do not own that is:government, sovereign or other authority
using military personnel or other agents; or(a)50 feet long or less; and
(3)Insurrection, rebellion, revolution, usurped(b)Not being used to carry any person or power, or action taken by governmentalproperty for a charge;authority in hindering or defending against(3)Parking an "auto" on, or on the ways next any of these.to, premises you own or rent, provided the j. Damage To Property"auto" is not owned by or rented or loaned
to you or the insured;"Property damage" to:
(4)Liability assumed under any "insured (1)Property you own, rent, or occupy,
contract" for the ownership, maintenance or including any costs or expenses incurred
use of aircraft or watercraft;by you, or any other person, organization or
entity, for repair, replacement,(5)"Bodily injury" or "property damage" arising enhancement, restoration or maintenanceout of:of such property for any reason, including(a)The operation of machinery or prevention of injury to a person or damageequipment that is attached to, or part to another's property;of, a land vehicle that would qualify as (2)Premises you sell, give away or abandon, if"mobile equipment" under the definition the "property damage" arises out of anyof "mobile equipment" if such land part of those premises;vehicle were not subject to a
compulsory or financial responsibility (3)Property loaned to you;
law, or other motor vehicle insurance (4)Personal property in the care, custody orlaw, where it is licensed or principally control of the insured;garaged; or
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COMMERCIAL GENERAL LIABILITY
(5)That particular part of real property on accidental physical injury to "your product" or
which you or any contractors or "your work" after it has been put to its intended
subcontractors working directly or indirectly use.
on your behalf are performing operations, if n. Recall Of Products, Work Or Impairedthe "property damage" arises out of those Propertyoperations; or Damages claimed for any loss, cost or expense
(6)That particular part of any property that incurred by you or others for the loss of use,
must be restored, repaired or replaced withdrawal, recall, inspection, repair,
because "your work" was incorrectly replacement, adjustment, removal or disposal
performed on it.of:
(1)"Your product";Paragraphs (1),(3)and (4)of this exclusion do
not apply to "premises damage". A separate (2)"Your work"; orlimit of insurance applies to "premises damage"(3)"Impaired property";as described in Paragraph 6.of Section III –
if such product, work, or property is withdrawnLimits Of Insurance.
or recalled from the market or from use by anyParagraph(2)of this exclusion does not apply if person or organization because of a known orthe premises are "your work" and were never suspected defect, deficiency, inadequacy oroccupied, rented or held for rental by you.dangerous condition in it.Paragraphs (3),(4),(5)and (6)of this o. Personal And Advertising Injuryexclusion do not apply to liability assumed
"Bodily injury" arising out of "personal andunder a sidetrack agreement.
advertising injury".Paragraph (6)of this exclusion does not apply
p. Electronic Datato "property damage" included in the "products-
completed operations hazard".Damages arising out of the loss of, loss of use
of, damage to, corruption of, inability to access,k. Damage To Your Product
or inability to manipulate "electronic data"."Property damage" to "your product" arising out
of it or any part of it.However, this exclusion does not apply to
liability for damages because of "bodily injury".l. Damage To Your Work
q. Unsolicited Communication"Property damage" to "your work" arising out of
it or any part of it and included in the"products-"Bodily injury" or "property damage" arising outcompleted operations hazard".of any actual or alleged violation of any law that
This exclusion does not apply if the damaged restricts or prohibits the sending, transmitting
work or the work out of which the damage or distributing of "unsolicited communication".
arises was performed on your behalf by a r. Access Or Disclosure Of Confidential Orsubcontractor.Personal Informationm. Damage To Impaired Property Or Property "Bodily injury" or "property damage" arising outNot Physically Injured of any access to or disclosure of any person's"Property damage" to "impaired property" or or organization's confidential or personalproperty that has not been physically injured,information.arising out of:s. Asbestos(1)A defect, deficiency, inadequacy or
(1)"Bodily injury" or "property damage" arisingdangerous condition in "your product" or
out of the actual or alleged presence or"your work"; or
actual, alleged or threatened dispersal of(2)A delay or failure by you or anyone acting asbestos, asbestos fibers or productson your behalf to perform a contract or containing asbestos, provided that theagreement in accordance with its terms."bodily injury" or "property damage" isThis exclusion does not apply to the loss of use caused or contributed to by the hazardousof other property arising out of sudden and properties of asbestos.
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page5 of 21
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COMMERCIAL GENERAL LIABILITY
(2)"Bodily injury" or "property damage" arising employment-related practices described in
out of the actual or alleged presence or Paragraph (a),(b), or (c)above is directed.
actual, alleged or threatened dispersal of This exclusion applies whether the insured mayany solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacityor contaminant, including smoke, vapors,and to any obligation to share damages with orsoot, fumes, acids, alkalis, chemicals and repay someone else who must pay damageswaste, and that are part of any claim or because of the"bodily injury"."suit" which also alleges any "bodily injury"Exclusions c.through n.do not apply to "premisesor "property damage" described in damage". A separate limit of insurance applies toParagraph(1)above."premises damage" as described in Paragraph 6.of
Section III – Limits Of Insurance.(3)Any loss, cost or expense arising out of
any:COVERAGE B – PERSONAL AND ADVERTISING
INJURY LIABILITY(a)Request, demand, order or statutory or
1. Insuring Agreementregulatory requirement that any insured
or others test for, monitor, clean up,a.We will pay those sums that the insured
remove, contain, treat, detoxify or becomes legally obligated to pay as damages
neutralize, or in any way respond to, or because of "personal and advertising injury" to
assess the effects of, asbestos,which this insurance applies. We will have the
asbestos fibers or products containing right and duty to defend the insured against any
asbestos; or "suit" seeking those damages. However, we will
have no duty to defend the insured against any(b)Claim or suit by or on behalf of any "suit" seeking damages for "personal andgovernmental authority or any other advertising injury" to which this insurance doesperson or organization because of not apply. We may, at our discretion,testing for, monitoring, cleaning up,investigate any offense and settle any claim orremoving, containing, treating,"suit" that may result. But:detoxifying or neutralizing, or in any
way responding to, or assessing the (1)The amount we will pay for damages is
effects of, asbestos, asbestos fibers or limited as described in Section III – Limits
products containing asbestos.Of Insurance; and
t. Employment-Related Practices (2)Our right and duty to defend end when we
have used up the applicable limit of"Bodily injury" to:
insurance in the payment of judgments or(1)A person arising out of any:settlements under Coverages A or B or(a)Refusal to employ that person;medical expenses under Coverage C.(b)Termination of that person's No other obligation or liability to pay sums oremployment; or perform acts or services is covered unless(c)Employment-related practice, policy,explicitly provided for under Supplementaryact or omission, such as coercion,Payments.demotion, evaluation, reassignment,
b.This insurance applies to "personal anddiscipline, failure to promote or
advertising injury" caused by an offense arisingadvance, harassment, humiliation,
out of your business but only if the offense wasdiscrimination, libel, slander, violation
committed in the "coverage territory" during theof the person's right of privacy,
policy period.malicious prosecution or false arrest,
detention or imprisonment applied to or 2. Exclusionsdirected at that person, regardless of This insurance does not apply to:whether such practice, policy, act or
a. Knowing Violation Of Rights Of Anotheromission occurs, is applied or is
committed before, during or after the "Personal and advertising injury" caused by ortime of that person's employment; or at the direction of the insured with the
(2)The spouse, child, parent, brother or sister knowledge that the act would violate the rights
of that person as a consequence of "bodily of another and would inflict "personal and
injury" to that person at whom any of the advertising injury".
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COMMERCIAL GENERAL LIABILITY
This exclusion does not apply to "personal against a civil or alternative dispute
injury" caused by malicious prosecution.resolution proceeding in which
damages to which this insuranceb. Material Published With Knowledge Of applies are alleged.Falsity
f. Breach Of Contract"Personal and advertising injury" arising out of
oral or written publication, including publication "Advertising injury" arising out of a breach of
by electronic means, of material, if done by or at contract.
the direction of the insured with knowledge of g. Quality Or Performance Of Goods – Failureits falsity.To Conform To Statements
c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure ofPeriodgoods, products or services to conform with
(1)"Personal and advertising injury" arising out any statement of quality or performance made
of oral or written publication, including in your "advertisement".
publication by electronic means, of material h. Wrong Description Of Priceswhose first publication took place before "Advertising injury" arising out of the wrongthe beginning of the policy period; or description of the price of goods, products or(2)"Advertising injury" arising out of services stated in your "advertisement".infringement of copyright, "title" or "slogan"i. Intellectual Propertyin your "advertisement" whose first
infringement in your "advertisement" was "Personal and advertising injury" arising out of
committed before the beginning of the any actual or alleged infringement or violation of
policy period.any of the following rights or laws, or any other
"personal and advertising injury" alleged in anyd. Criminal Acts claim or "suit" that also alleges any such"Personal and advertising injury" arising out of a infringement or violation:criminal act committed by or at the direction of (1)Copyright;the insured.
(2)Patent;e. Contractual Liability
(3)Trade dress;"Personal and advertising injury" for which the
insured has assumed liability in a contract or (4)Trade name;
agreement. This exclusion does not apply to (5)Trademark;liability for damages:(6)Trade secret; or(1)That the insured would have in the absence (7)Other intellectual property rights or laws.of the contract or agreement; or
This exclusion does not apply to:(2)Because of "personal injury" assumed by
you in a contract or agreement that is an (1)"Advertising injury" arising out of any actual"insured contract", provided that the or alleged infringement or violation of
"personal injury" is caused by an offense another's copyright, "title" or "slogan" incommitted subsequent to the execution of your "advertisement"; orthe contract or agreement. Solely for the (2)Any other "personal and advertising injury"purposes of liability assumed by you in an alleged in any claim or "suit" that also"insured contract", reasonable attorneys'alleges any such infringement or violationfees and necessary litigation expenses of another's copyright, "title" or "slogan" inincurred by or for a party other than an your "advertisement".insured will be deemed to be damages
because of "personal injury", provided that:j. Insureds In Media And Internet Type
Businesses(a)Liability to such party for, or for the
cost of, that party's defense has also "Personal and advertising injury" caused by anbeen assumed by you in the same offense committed by an insured whose"insured contract"; and business is:
(b)Such attorneys' fees and litigation (1)Advertising, "broadcasting" or publishing;expenses are for defense of that party
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page7 of 21
Includes copyrighted material of Insurance Services Office, Inc. with its permission.Do not attach this form to a policy. It is for informational use only.DocuSign Envelope ID: 3C21065B-C7DA-4F44-A990-51A3C10835D4
COMMERCIAL GENERAL LIABILITY
(2)Designing or determining content of neutralizing, or in any way responding to, or
websites for others; or assessing the effects of, "pollutants".
(3)An Internet search, access, content or o. War
service provider."Personal and advertising injury" arising out of:
However, this exclusion does not apply to (1)War, including undeclared or civil war;Paragraphs a.(1),(2)and (3)of the definition of (2)Warlike action by a military force, including"personal injury".action in hindering or defending against anFor the purposes of this exclusion:actual or expected attack, by any
(1)Creating and producing correspondence government, sovereign or other authority
written in the conduct of your business,using military personnel or other agents; or
bulletins, financial or annual reports, or (3)Insurrection, rebellion, revolution, usurpednewsletters about your goods, products or power, or action taken by governmentalservices will not be considered the authority in hindering or defending againstbusiness of publishing; and any of these.
(2)The placing of frames, borders or links, or p. Unsolicited Communicationadvertising, for you or others anywhere on "Personal and advertising injury" arising out ofthe Internet will not, by itself, beconsidered any actual or alleged violation of any law thatthe business of advertising, "broadcasting"restricts or prohibits the sending, transmittingor publishing.or distributing of "unsolicited communication".
k. Electronic Chatrooms Or Bulletin Boards q. Access Or Disclosure Of Confidential Or
"Personal and advertising injury" arising out of Personal Information
an electronic chatroom or bulletin board the "Personal and advertising injury" arising out ofinsured hosts or owns, or over which the any access to or disclosure of any person's orinsured exercises control.organization's confidential or personal
l. Unauthorized Use Of Another's Name Or information.
Product r. Asbestos
"Personal and advertising injury" arising out of (1)"Personal and advertising injury" arising outthe unauthorized use of another's name or of the actual or alleged presence or actual,product in your e-mail address, domain name or alleged or threatened dispersal of asbestos,metatag, or any other similar tactics to mislead asbestos fibers or products containinganother's potential customers.asbestos, provided that the "personal and
m. Pollution advertising injury" is caused or contributed
to by the hazardous properties of asbestos."Personal and advertising injury" arising out of
(2)"Personal and advertising injury" arising outthe actual, alleged or threatened discharge,
of the actual or alleged presence or actual,dispersal, seepage, migration, release or
alleged or threatened dispersal of any solid,escape of "pollutants" at any time.liquid, gaseous or thermal irritant orn. Pollution-Related contaminant, including smoke, vapors,
Any loss, cost or expense arising out of any:soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or(1)Request, demand, order or statutory or "suit" which also alleges any "personal andregulatory requirement that any insured or advertising injury" described in Paragraphothers test for, monitor, clean up, remove,(1)above.contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects (3)Any loss, cost or expense arising out of
of, "pollutants"; or any:
(2)Claim or suit by or on behalf of any (a)Request, demand, order or statutory or
governmental authority or any other person regulatory requirement that any insured
or organization because of testing for,or others test for, monitor, clean up,
monitoring, cleaning up, removing,remove, contain, treat, detoxify or
containing, treating, detoxifying or neutralize, or in any way respond to, or
Page8 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19
Includes copyrighted material of Insurance Services Office, Inc. with its permission.Do not attach this form to a policy. It is for informational use only.DocuSign Envelope ID: 3C21065B-C7DA-4F44-A990-51A3C10835D4
COMMERCIAL GENERAL LIABILITY
assess the effects of, asbestos,(3)Because of your operations;
asbestos fibers or products containing provided that:asbestos; or (a)The accident takes place in the "coverage(b)Claim or suit by or on behalf of any territory" and during the policy period;governmental authority or any other (b)The expenses are incurred and reported toperson or organization because of us within one year of the date of thetesting for, monitoring, cleaning up,accident; andremoving, containing, treating,
detoxifying or neutralizing, or in any (c)The injured person submits to examination,
way responding to, or assessing the at our expense, by physicians of our choice
effects of, asbestos, asbestos fibers or as often as we reasonably require.
products containing asbestos.b.We will make these payments regardless of
s. Employment-Related Practices fault. These payments will not exceed the
applicable limit of insurance. We will pay"Personal injury" to:reasonable expenses for:(1)A person arising out of any:(1)First aid administered at the time of an(a)Refusal to employ that person;accident;
(b)Termination of that person's (2)Necessary medical, surgical, X-ray andemployment; or dental services, including prosthetic
(c)Employment-related practice, policy,devices; and
act or omission, such as coercion,(3)Necessary ambulance, hospital,demotion, evaluation, reassignment,professional nursing and funeral services.discipline, failure to promote or 2. Exclusionsadvance, harassment, humiliation,
We will not pay expenses for "bodily injury":discrimination, libel, slander, violation
of the person's right of privacy,a. Any Insuredmalicious prosecution or false arrest,To any insured, except "volunteer workers".detention or imprisonment applied to or
b. Hired Persondirected at that person, regardless of
whether such practice, policy, act or To a person hired to do work for or on behalf of
omission occurs, is applied or is any insured or a tenant of any insured.
committed before, during or after the c. Injury On Normally Occupied Premisestime of that person's employment; or To a person injured on that part of premises(2)The spouse, child, parent, brother or sister you own or rent that the person normallyof that person as a consequence of occupies."personal injury" to that person at whom d. Workers' Compensation And Similar Lawsany of the employment-related practices
To a person, whether or not an "employee" ofdescribed in Paragraph (a),(b), or (c)
any insured, if benefits for the "bodily injury" areabove is directed.
payable or must be provided under a workers'This exclusion applies whether the insured may compensation or disability benefits law or abe liable as an employer or in any other capacity similar law.and to any obligation to share damages with or
e. Athletics Activitiesrepay someone else who must pay damages
because of the"personal injury".To a person injured while practicing, instructing
or participating in any physical exercises orCOVERAGE C – MEDICAL PAYMENTS
games, sports, or athletic contests.1. Insuring Agreement
f. Products-Completed Operations Hazarda.We will pay medical expenses as described
Included within the "products-completedbelow for "bodily injury" caused by an accident:
operations hazard".(1)On premises you own or rent;
g. Coverage A Exclusions(2)On ways next to premises you own or rent;
or Excluded under Coverage A.
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page9 of 21
Includes copyrighted material of Insurance Services Office, Inc. with its permission.Do not attach this form to a policy. It is for informational use only.DocuSign Envelope ID: 3C21065B-C7DA-4F44-A990-51A3C10835D4
COMMERCIAL GENERAL LIABILITY
SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured
contract";1.We will pay, with respect to any claim we
d.The allegations in the "suit" and the informationinvestigate or settle, or any "suit" against an insured
we know about the "occurrence" or offense arewe defend:
such that no conflict appears to exist betweena.All expenses we incur.the interests of the insured and the interests of
the indemnitee;b.Up to $2,500 for the cost of bail bonds required
because of accidents or traffic law violations e.The indemnitee and the insured ask us to
arising out of the use of any vehicle to which conduct and control the defense of that
the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that
do not have to furnish these bonds.we can assign the same counsel to defend the
insured and the indemnitee; andc.The cost of bonds to release attachments, but
f.The indemnitee:only for bond amounts within the applicable limit
of insurance. We do not have to furnish these (1)Agrees in writing to:bonds.(a)Cooperate with us in the investigation,
d.All reasonable expenses incurred by the settlement or defense of the"suit";
insured at our request to assist us in the (b)Immediately send us copies of anyinvestigation or defense of the claim or "suit",demands, notices, summonses or legalincluding actual loss of earnings up to $500 a papers received in connection with theday because of time off from work."suit";
e.All court costs taxed against the insured in the (c)Notify any other insurer whose
"suit". However, these payments do not include coverage is available to the indemnitee;
attorneys' fees or attorneys' expenses taxed and
against the insured.(d)Cooperate with us with respect to
f.Prejudgment interest awarded against the coordinating other applicable insurance
insured on that part of the judgment we pay. If available to the indemnitee; and
we make an offer to pay the applicable limit of (2)Provides us with written authorization to:insurance, we will not pay any prejudgment (a)Obtain records and other informationinterest based on that period of time after the related to the"suit"; andoffer.
(b)Conduct and control the defense of theg.All interest on the full amount of any judgment indemnitee in such "suit".that accrues after entry of the judgment and
So long as the above conditions are met, attorneys'before we have paid, offered to pay, or
fees incurred by us in the defense of thatdeposited in court the part of the judgment that
indemnitee, necessary litigation expenses incurredis within the applicable limit of insurance.
by us and necessary litigation expenses incurred byThese payments will not reduce the limits of the indemnitee at our request will be paid asinsurance.Supplementary Payments. Notwithstanding the2.If we defend an insured against a "suit" and an provisions of Paragraph 2.b.(2)of Section I –indemnitee of the insured is also named as a party Coverages – Coverage A – Bodily Injury Andto the "suit", we will defend that indemnitee if all of Property Damage Liability or Paragraph 2.e.ofthe following conditions are met:Section I – Coverages – Coverage B – Personal
And Advertising Injury Liability, such payments willa.The "suit" against the indemnitee seeks
not be deemed to be damages for "bodily injury",damages for which the insured has assumed
"property damage" or "personal injury", and will notthe liability of the indemnitee in a contract or
reduce the limits of insurance.agreement that is an "insured contract";
b.This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee
by the insured;and to pay for attorneys' fees and necessary
litigation expenses as Supplementary Paymentsc.The obligation to defend, or the cost of the ends when:defense of, that indemnitee, has also been
Page10 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19
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COMMERCIAL GENERAL LIABILITY
a.We have used up the applicable limit of workers" while performing duties
insurance in the payment of judgments,related to the conduct of your
settlements or medical expenses; or business;
(b)To the spouse, child, parent, brother orb.The conditions set forth above, or the terms of
sister of that co-"employee" orthe agreement described in Paragraph f.above,"volunteer worker" as a consequenceare no longer met.of Paragraph (1)(a)above;SECTION II – WHO IS AN INSURED
(c)For which there is any obligation to1.If you are designated in the Declarations as:share damages with or repay someonea.An individual, you and your spouse are else who must pay damages becauseinsureds, but only with respect to the conduct of the injury described in Paragraphof a business of which you are the sole owner.(1)(a)or (b)above; orb.A partnership or joint venture, you are an (d)Arising out of his or her providing orinsured. Your members, your partners, and failing to provide professional healththeir spouses are also insureds, but only with care services.respect to the conduct of your business.Unless you are in the business orc.A limited liability company, you are an insured.occupation of providing professional healthYour members are also insureds, but only with care services, Paragraphs (1)(a),(b),(c)respect to the conduct of your business. Your and (d)above do not apply to "bodily injury"managers are insureds, but only with respect to arising out of providing or failing to providetheir duties as your managers.first aid or "Good Samaritan services" by
d.An organization other than a partnership, joint any of your "employees" or "volunteer
venture or limited liability company, you are an workers", other than an employed orinsured. Your "executive officers" and directors volunteer doctor. Any such "employees" orare insureds, but only with respect to their "volunteer workers" providing or failing to
duties as your officers or directors. Your provide first aid or "Good Samaritanstockholders are also insureds, but only with services" during their work hours for yourespect to their liability as stockholders.will be deemed to be acting within the
scope of their employment by you ore.A trust, you are an insured. Your trustees are performing duties related to the conduct ofalso insureds, but only with respect to their your business.duties as trustees.
(2)"Property damage" to property:2.Each of the following is also an insured:
(a)Owned, occupied or used by;a.Your "volunteer workers" only while performing
(b)Rented to, in the care, custody orduties related to the conduct of your business,
control of, or over which physicalor your "employees", other than either your
control is being exercised for any"executive officers" (if you are an organization
purpose by;other than a partnership, joint venture or limited
liability company) or your managers (if you are a you, any of your "employees", "volunteerlimited liability company), but only for acts workers", any partner or member (if you arewithin the scope of their employment by you or a partnership or joint venture), or anywhile performing duties related to the conduct member (if you are a limited liabilityof your business. However, none of these company)."employees" or "volunteer workers" are b.Any person (other than your "employee" orinsureds for:"volunteer worker"), or any organization, while
(1)"Bodily injury" or "personal injury":acting as your real estate manager.
(a)To you, to your partners or members (if c.Any person or organization having properyou are a partnership or joint venture),temporary custody of your property if you die,to your members (if you are a limited but only:liability company), to a co-"employee"(1)With respect to liability arising out of thewhile in the course of his or her maintenance or use of that property; andemployment or performing duties
related to the conduct of your (2)Until your legal representative has been
business, or to your other "volunteer appointed.
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page11 of 21
Includes copyrighted material of Insurance Services Office, Inc. with its permission.Do not attach this form to a policy. It is for informational use only.DocuSign Envelope ID: 3C21065B-C7DA-4F44-A990-51A3C10835D4
COMMERCIAL GENERAL LIABILITY
d.Your legal representative if you die, but only b.Arises out of the ownership, maintenance or
with respect to duties as such. That use of that part of anypremises leased to you.
representative will have all your rights and The insurance provided to such premises owner,duties under this Coverage Part.manager or lessor is subject to the following
e.Any person or organization that, with your provisions:
express or implied consent, either uses or is a.The limits of insurance provided to suchresponsible for the use of a watercraft that you premises owner, manager or lessor will be thedo not own that is:minimum limits that you agreed to provide in the
(1)50 feet long or less; and written contract or agreement, or the limits
shown in the Declarations, whichever are less.(2)Not being used to carry any person or
property for a charge.b.The insurance provided to such premises
owner, manager or lessor does not apply to:3.Any organization you newly acquire or form, other
than a partnership, joint venture or limited liability (1)Any "bodily injury" or "property damage"
company, and of which you are the sole owner or in that occurs, or "personal and advertising
which you maintain an ownership interest of more injury" caused by an offense that is
than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in
no other similar insurance available to that that premises; or
organization. However:(2)Structural alterations, new construction or
a.Coverage under this provision is afforded only demolition operations performed by or on
until the 180th day after you acquire or form the behalf of such premises owner, manager or
organization or the end of the policy period,lessor.
whichever is earlier;5.Any person or organization that is an equipment
b.Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract
"property damage" that occurred before you or agreement to include as an additional insured on
acquired or formed the organization; and this Coverage Part is an insured, but only with
respect to liability for "bodily injury", "propertyc.Coverage B does not apply to "personal and damage", or "personal and advertising injury" that:advertising injury" arising out of an offense
committed before you acquired or formed the a.Is "bodily injury" or "property damage" that
organization.occurs, or is "personal and advertising injury"
caused by an offense that is committed,For the purposes of Paragraph 1.of Section II –subsequent to the signing of that contract orWho Is An Insured, each such organization will be agreement; anddeemed to be designated in the Declarations as:
b.Is caused, in whole or in part, by your acts ora.An organization, other than a partnership, joint omissions in the maintenance, operation or useventure or limited liability company; or of equipment leased to you by such equipment
lessor.b.A trust;
The insurance provided to such equipment lessor isas indicated in its name or the documents that subject to the following provisions:govern its structure.
a.The limits of insurance provided to such4.Any person or organization that is a premises equipment lessor will be the minimum limits thatowner, manager or lessor and that you have agreed you agreed to provide in the written contract orin a written contract or agreement to include as an agreement, or the limits shown in theadditional insured on this Coverage Part is an Declarations, whichever are less.insured, but only with respect to liability for "bodily b.The insurance provided to such equipmentinjury", "property damage" or "personal and lessor does not apply to any "bodily injury" oradvertising injury" that:"property damage" that occurs, or "personal
a.Is "bodily injury" or "property damage" that and advertising injury" caused by an offense
that is committed, after the equipment leaseoccurs, or is "personal and advertising injury"
expires.caused by an offense that is committed,
subsequent to the signing of that contract or No person or organization is an insured with respect toagreement; and the conduct of any current or past partnership, joint
Page12 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19
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COMMERCIAL GENERAL LIABILITY
venture or limited liability company that is not shown as a.The amount shown for the Damage To
a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the
does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or
limited liability company that otherwise qualifies as an b.$300,000 if no amount is shown for theinsured under Section II – Who Is An Insured.Damage To Premises Rented To You Limit in
the Declarations of this Coverage Part.SECTION III – LIMITS OF INSURANCE
7.Subject to Paragraph 5.above, the Medical1.The Limits of Insurance shown in the Declarations Expense Limit is the most we will pay underand the rules below fix the most we will pay Coverage C for all medical expenses because ofregardless of the number of:"bodily injury" sustained by any one person.a.Insureds;The Limits of Insurance of this Coverage Part apply
b.Claims made or "suits" brought; or separately to each consecutive annual period and to any
remaining period of less than 12 months, starting withc.Persons or organizations making claims or
the beginning of the policy period shown in thebringing "suits".
Declarations, unless the policy period is extended after2.The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12for the sum of:months. In that case, the additional period will bea.Medical expenses under Coverage C;deemed part of the last preceding period for purposes of
determining the Limits of Insurance.b.Damages under Coverage A, except damages
because of "bodily injury" or "property damage"SECTION IV – COMMERCIAL GENERAL LIABILITYincluded in the "products-completed operations CONDITIONShazard"; and 1. Bankruptcy
c.Damages under Coverage B.Bankruptcy or insolvency of the insured or of the
3.The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligationsLimit is the most we will pay under Coverage A for under this Coverage Part.damages because of "bodily injury" and "property 2. Duties In The Event Of Occurrence, Offense,damage" included in the "products-completed Claim Or Suitoperations hazard".
a.You must see to it that we are notified as soon4.Subject to Paragraph 2.above, the Personal And as practicable of an "occurrence" or an offenseAdvertising Injury Limit is the most we will pay which may result in a claim. To the extentunder Coverage B for the sum of all damages possible, notice should include:because of all "personal injury" and "advertising
(1)How, when and where the "occurrence" orinjury" sustained by any one person or organization.
offense took place;5.Subject to Paragraph 2.or 3.above, whichever
(2)The names and addresses of any injuredapplies, the Each Occurrence Limit is the most we
persons and witnesses; andwill pay for the sum of:
(3)The nature and location of any injury ora.Damages under Coverage A; and
damage arising out of the "occurrence" orb.Medical expenses under Coverage C;offense.because of all "bodily injury" and "property damage"b.If a claim is made or "suit" is brought againstarising out of any one"occurrence".any insured, you must:For the purposes of determining the applicable (1)Immediately record the specifics of theEach Occurrence Limit, all related acts or claim or "suit" and the date received; andomissions committed in providing or failing to
(2)Notify us as soon as practicable.provide first aid or "Good Samaritan services" to
any one person will be deemed to be one You must see to it that we receive written notice"occurrence".of the claim or "suit" as soon as practicable.
6.Subject to Paragraph 5.above, the Damage To c.You and any other involved insured must:Premises Rented To You Limit is the most we will (1)Immediately send us copies of anypay under Coverage A for damages because of demands, notices, summonses or legal"premises damage" to any one premises. The papers received in connection with theDamage To Premises Rented To You Limit will be:claim or "suit";
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page13 of 21
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COMMERCIAL GENERAL LIABILITY
(2)Authorize us to obtain records and other (iii)An executive officer or director of
information;any other organization; or
(3)Cooperate with us in the investigation or (iv)A trustee of any trust;
settlement of the claim or defense against that is your partner, joint venturethe"suit"; and member, manager or trustee; or
(4)Assist us, upon our request, in the (b)Any employee authorized by suchenforcement of any right against any partnership, joint venture, limitedperson or organization which may be liable liability company, trust or otherto the insured because of injury or damage organization to give notice of anto which this insurance may also apply."occurrence" or offense.
d.No insured will, except at that insured's own (3)Notice to us of such "occurrence" orcost, voluntarily make a payment, assume any offense will be deemed to be given as soonobligation, or incur any expense, other than for as practicable if it is given in good faith asfirst aid, without our consent.soon as practicable to your workers'
compensation insurer. This applies only ife.The following provisions apply to Paragraph a.
you subsequently give notice to us of theabove, but only for purposes of the insurance
"occurrence" or offense as soon asprovided under this Coverage Part to you or any practicable after any of the personsinsured listed in Paragraph 1.or 2.of Section II described in Paragraph e.(1)or (2)above– Who Is An Insured:discovers that the "occurrence" or offense
(1)Notice to us of such "occurrence" or may result in sums to which the insuranceoffense must be given as soon as provided under this Coverage Part maypracticable only after the "occurrence" or apply.offense is known to you (if you are an However, if this policy includes an endorsementindividual), any of your partners or that provides limited coverage for "bodily injury"members who is an individual (if you are a or "property damage" or pollution costs arisingpartnership or joint venture), any of your out of a discharge, release or escape ofmanagers who is an individual (if you are a "pollutants" which contains a requirement thatlimited liability company), any of your the discharge, release or escape of "pollutants""executive officers" or directors (if you are must be reported to us within a specific numberan organization other than a partnership,of days after its abrupt commencement, thisjoint venture, or limited liability company),Paragraph e.does not affect that requirement.any of your trustees who is an individual (if 3. Legal Action Against Usyou are a trust) or any "employee"
No person or organization has a right under thisauthorized by you to give notice of an
Coverage Part:"occurrence" or offense.
a.To join us as a party or otherwise bring us into(2)If you are a partnership, joint venture,a "suit" asking for damages from an insured; orlimited liability company or trust, and none
b.To sue us on this Coverage Part unless all ofof your partners, joint venture members,
its terms have been fully complied with.managers or trustees are individuals, notice
to us of such "occurrence" or offense must A person or organization may sue us to recover onbe given as soon as practicable only after an agreed settlement or on a final judgment againstthe"occurrence" or offense is known by:an insured; but we will not be liable for damages
that are not payable under the terms of this(a)Any individual who is:Coverage Part or that are in excess of the
(i)A partner or member of any applicable limit of insurance. An agreed settlement
partnership or joint venture;means a settlement and release of liability signed by
us, the insured, and the claimant or the claimant's(ii)A manager of any limited liability legal representative.company;
Page14 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19
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COMMERCIAL GENERAL LIABILITY
4. Other Insurance (ii)That is insurance for "premises
damage";If valid and collectible other insurance is available to
(iii)If the loss arises out of thethe insured for a loss we cover under Coverages A
maintenance or use of aircraft,or B of this Coverage Part, our obligations are
"autos" or watercraft to the extentlimited as described in Paragraphs a.and b.below.
not subject to any exclusion in thisAs used anywhere in this Coverage Part, other Coverage Part that applies toinsurance means insurance, or the funding of aircraft, "autos" or watercraft;losses, that is provided by, through or on behalf of:
(iv)That is insurance available to a(i)Another insurance company;premises owner, manager or
(ii)Us or any of our affiliated insurance companies,lessor that qualifies as an insuredexcept when the Non cumulation of Each under Paragraph 4.of Section II –Occurrence Limit provision of Paragraph 5.of Who Is An Insured, except whenSectionIII– Limits Of Insurance or the Non Paragraph d.below applies; orcumulation of Personal and Advertising Injury (v)That is insurance available to anLimit provision of Paragraph 4.of Section III –equipment lessor that qualifies asLimits of Insurance applies because the an insured under Paragraph 5.ofAmendment – Non Cumulation Of Each Section II – Who Is An Insured,Occurrence Limit Of Liability And Non except when Paragraph d.belowCumulation Of Personal And Advertising Injury applies.Limit endorsement is included in this policy;(b)Any of the other insurance, whether(iii)Any risk retention group; or primary, excess, contingent or on any
(iv)Any self-insurance method or program, in other basis, that is available to the
which case the insured will be deemed to be insured when the insured is an
the provider of other insurance.additional insured, or is any other
insured that does not qualify as aOther insurance does not include umbrella named insured, under such otherinsurance, or excess insurance, that was bought insurance.specifically to apply in excess of the Limits of
(2)When this insurance is excess, we willInsurance shown in the Declarations of this
have no duty under Coverages A or B toCoverage Part.
defend the insured against any "suit" if anyAs used anywhere in this Coverage Part, other other insurer has a duty to defend theinsurer means a provider of other insurance. As insured against that "suit". If no otherused in Paragraph c.below, insurer means a insurer defends, we will undertake to do so,provider of insurance.but we will be entitled to the insured's rights
against all those other insurers.a. Primary Insurance
(3)When this insurance is excess over otherThis insurance is primary except when insurance, we will pay only our share of theParagraphb.below applies. If this insurance is amount of the loss, if any, that exceeds theprimary, our obligations are not affected unless sumof:any of the other insurance is also primary.
(a)The total amount that all such otherThen, we will share with all that other insurance
insurance would pay for the loss in theby the method described in Paragraph c.below,
absence of this insurance; andexcept when Paragraph d.below applies.
(b)The total of all deductible and self-b. Excess Insurance insured amounts under all that other
(1)This insurance is excess over:insurance.
(4)We will share the remaining loss, if any,(a)Any of the other insurance, whether
with any other insurance that is notprimary, excess, contingent or on any
described in this Excess Insuranceother basis:
provision and was not bought specifically to(i)That is Fire, Extended Coverage,apply in excess of the Limits of InsuranceBuilder's Risk, Installation Risk or shown in the Declarations of this Coveragesimilar coverage for "your work";Part.
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page15 of 21
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COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing a.The statements in the Declarations are
accurate and complete;If all of the other insurance permits contribution
by equal shares, we will follow this method also.b.Those statements are based upon
Under this approach each insurer contributes representations you made to us; and
equal amounts until it has paid its applicable c.We have issued this policy in reliance uponlimit of insurance or none of the loss remains,your representations.whichever comes first.The unintentional omission of, or unintentional errorIf any of the other insurance does not permit in, any information provided by you which we reliedcontribution by equal shares, we will contribute upon in issuing this policy will not prejudice yourby limits. Under this method, each insurer's rights under this insurance. However, this provisionshare is based on the ratio of its applicable limit does not affect our right to collect additionalof insurance to the total applicable limits of premium or to exercise our rights of cancellation orinsurance of all insurers.nonrenewalin accordance with applicable insurance
d. Primary And Non-Contributory Insurance If laws or regulations.
Required By Written Contract 7. Separation Of Insureds
If you specifically agree in a written contract or Except with respect to the Limits of Insurance, andagreement that the insurance afforded to an any rights or duties specifically assigned in thisinsured under this Coverage Part must apply on Coverage Part to the first Named Insured, thisa primary basis, or a primary and non-insurance applies:contributory basis, this insurance is primary to a.As if each Named Insured were the onlyother insurance that is available to such insured Named Insured; andwhich covers such insured as a named insured,b.Separately to each insured against whom claimand we will not share with that other insurance,is made or "suit" is brought.provided that:
8. Transfer Of Rights Of Recovery Against Others(1)The "bodily injury" or "property damage" for To Uswhich coverage is sought occurs; and
If the insured has rights to recover all or part of any(2)The "personal and advertising injury" for payment we have made under this Coverage Part,which coverage is sought is caused by an those rights are transferred to us. The insured mustoffense that is committed;do nothing after loss to impair them. At our request,subsequent to the signing of that contract or the insured will bring "suit" or transfer those rightsagreement by you.to us and help us enforce them.5. Premium Audit 9. When We Do Not Renewa.We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we willPart in accordance with our rules and rates.mail or deliver to the first Named Insured shown inb.Premium shown in this Coverage Part as the Declarations written notice of the nonrenewaladvance premium is a deposit premium only. At not less than 30 days before the expiration date.the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficientthe earned premium for that period and send proof of notice.notice to the first Named Insured. The due date SECTION V – DEFINITIONSfor audit and retrospective premiums is the date
shown as the due date on the bill. If the sum of 1."Advertisement" means a notice that is broadcast or
the advance and audit premiums paid for the published to the general public or specific market
policy period is greater than the earned segments about your goods, products or services
premium, we will return the excess to the first for the purpose of attracting customers or
Named Insured.supporters. For the purposes of this definition:
c.The first Named Insured must keep records of a.Notices that are published include material
the information we need for premium placed on the Internet or on similar electronic
computation, and send us copies at such times means of communication; and
as we may request.b.Regarding websites, only that part of a website
6. Representations that is about your goods, products or services
for the purposes of attracting customers orBy accepting this policy, you agree:supporters is considered an advertisement.
Page16 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19
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COMMERCIAL GENERAL LIABILITY
2."Advertising injury":b.In, by or with any other electronic means of
communication, such as the Internet, if thata.Means injury caused by one or more of the material is part of:following offenses:
(1)Radio or television programming being(1)Oral or written publication, including
transmitted;publication by electronic means, of material
in your "advertisement" that slanders or (2)Other entertainment, educational,libels a person or organization or instructional, music or news programmingdisparages a person's or organization's being transmitted; orgoods, products or services, provided that
the claim is made or the"suit" is brought by (3)Advertising transmitted with any of such
a person or organization that claims to have programming.
been slandered or libeled, or that claims to 6."Coverage territory" means:have had its goods, products or services
disparaged;a.The United States of America (including its
territories and possessions), Puerto Rico and(2)Oral or written publication, including Canada;publication by electronic means, of material
in your "advertisement" that:b.International waters or airspace, but only if the
(a)Appropriates a person's name, voice,injury or damage occurs in the course of travel
photograph or likeness; or or transportation between any places included
in Paragraph a.above; or(b)Unreasonably places a person in a
false light; or c.All other parts of the world if the injury or
damage arises out of:(3)Infringement of copyright, "title" or "slogan"
in your "advertisement", provided that the (1)Goods or products made or sold by you inclaim is made or the "suit" is brought by a the territory described in Paragraph a.person or organization that claims above;ownership of such copyright, "title" or (2)The activities of a person whose home is in"slogan".the territory described in Paragraph a.b.Includes "bodily injury" caused by one or more above, but is away for a short time on yourof the offenses described in Paragraph a.business; orabove.(3)"Personal and advertising injury" offenses3."Auto" means:that take place through the Internet or
a.A land motor vehicle, trailer or semitrailer similar electronic means of communication;
designed for travel on public roads, including provided the insured's responsibility to payany attached machinery or equipment; or damages is determined in a "suit" on the merits in
b.Any other land vehicle that is subject to a the territory described in Paragraph a.above, or in a
compulsory or financial responsibility law, or settlement we agree to.other motor vehicle insurance law, where it is 7."Electronic data" means information, facts orlicensed or principally garaged.programs stored as or on, created or used on, orHowever, "auto" does not include "mobile transmitted to or from computer software (includingequipment".systems and applications software), hard or floppy
4."Bodily injury" means:disks, CD-ROMs, tapes, drives, cells, data
processing devices or any other media which area.Physical harm, including sickness or disease,
used with electronically controlled equipment.sustained by a person; or
b.Mental anguish, injury or illness, or emotional 8."Employee" includes a "leased worker". "Employee"
distress, resulting at any time from such does not include a "temporary worker".
physical harm, sickness or disease.9."Executive officer" means a person holding any of
5."Broadcasting" means transmitting any audio or the officer positions created by your charter,visual material for any purpose:constitution, bylaws or any other similar governing
document.a.By radio or television; or
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page17 of 21
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COMMERCIAL GENERAL LIABILITY
10."Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or
medical services for which no compensation is crossing;
demanded or received.(2)That indemnifies an architect, engineer or
11."Hostile fire" means a fire which becomes surveyor for injury or damage arising out of:
uncontrollable or breaks out from where it was (a)Preparing, approving, or failing tointended to be.prepare or approve, maps, shop
12."Impaired property" means tangible property, other drawings, opinions, reports, surveys,
than "your product" or "your work", that cannot be field orders, change orders or drawings
used or is less useful because:and specifications; or
a.It incorporates "your product" or "your work"(b)Giving directions or instructions, or
that is known or thought to be defective,failing to give them, if that is the
deficient, inadequate or dangerous; or primary cause of the injury or damage;
orb.You have failed to fulfill the terms of a contract
(3)Under which the insured, if an architect,or agreement;
engineer or surveyor, assumes liability forif such property can be restored to use by the an injury or damage arising out of therepair, replacement, adjustment or removal of "your insured's rendering or failure to renderproduct" or "your work" or your fulfilling the terms of professional services, including those listedthe contract or agreement.in Paragraph (2)above and supervisory,
13."Insured contract" means:inspection, architectural or engineering
activities.a.A contract for a lease of premises. However,
that portion of the contract for a lease of 14."Leased worker" means a person leased to you by a
premises that indemnifies any person or labor leasing firm under an agreement between you
organization for "premises damage" is not an and the labor leasing firm, to perform duties related
"insured contract";to the conduct of your business. "Leased worker"
does not include a "temporary worker".b.A sidetrack agreement;
15."Loading or unloading" means the handling ofc.Any easement or license agreement, except in property:connection with construction or demolition
operations on or within 50 feet of a railroad;a.After it is moved from the place where it is
accepted for movement into or onto an aircraft,d.An obligation, as required by ordinance, to watercraft or "auto";indemnify a municipality, except in connection
with work for a municipality;b.While it is in or on an aircraft, watercraft or
"auto"; ore.An elevator maintenance agreement;
c.While it is being moved from an aircraft,f.That part of any other contract or agreement watercraft or "auto" to the place where it ispertaining to your business (including an finally delivered;indemnification of a municipality in connection
with work performed for a municipality) under but "loading or unloading" does not include the
which you assume the tort liability of another movement of property by means of a mechanical
party to pay for "bodily injury", "property device, other than a hand truck, that is not attached
damage" or "personal injury" to a third person to the aircraft, watercraft or "auto".
or organization. Tort liability means a liability 16."Mobile equipment" means any of the followingthat would be imposed by law in the absence of types of land vehicles, including any attachedany contract or agreement.machinery or equipment:
Paragraph f.does not include that part of any a.Bulldozers, farm machinery, forklifts and othercontract or agreement:vehicles designed for use principally off public
(1)That indemnifies a railroad for "bodily roads;
injury" or "property damage" arising out of b.Vehicles maintained for use solely on or next toconstruction or demolition operations,premises you own or rent;within 50 feet of any railroad property and c.Vehicles that travel on crawler treads;affecting any railroad bridge or trestle,
Page18 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19
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COMMERCIAL GENERAL LIABILITY
d.Vehicles, whether self-propelled or not,b.An act or omission committed in providing or
maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan
permanently mounted:services" to a person, unless you are in the
business or occupation of providing(1)Power cranes, shovels, loaders, diggers or professional health care services.drills; or
18."Personal and advertising injury" means "personal(2)Road construction or resurfacing
equipment such as graders, scrapers or injury" or "advertising injury".
rollers;19."Personal injury":
e.Vehicles not described in Paragraph a.,b.,c.
a.Means injury, other than "advertising injury",or d.above that are not self-propelled and are caused by one or more of the followingmaintained primarily to provide mobility to offenses:permanently attached equipment of the
following types:(1)False arrest, detention or imprisonment;
(1)Air compressors, pumps and generators,(2)Malicious prosecution;including spraying, welding, building
cleaning, geophysical exploration, lighting (3)The wrongful eviction from, wrongful entry
and well servicing equipment; or into, or invasion of the right of private
occupancy of a room, dwelling or premises(2)Cherry pickers and similar devices used to that a person occupies, provided that theraise or lower workers;
wrongful eviction, wrongful entry or invasionf.Vehicles not described in Paragraph a.,b.,c.of the right of private occupancy isord.above maintained primarily for purposes committed by or on behalf of the owner,other than the transportation of persons or landlord or lessor of that room, dwelling orcargo.premises;However, self-propelled vehicles with the
(4)Oral or written publication, includingfollowing types of permanently attached
publication by electronic means, of materialequipment are not "mobile equipment" but will
that slanders or libels a person orbe considered "autos":
organization or disparages a person's or(1)Equipment designed primarily for:organization's goods, products or services,(a)Snow removal;provided that the claim is made or the "suit"
is brought by a person or organization that(b)Road maintenance, but not
construction or resurfacing; or claims to have been slandered or libeled, or
that claims to have had its goods, products(c)Street cleaning;or services disparaged; or(2)Cherry pickers and similar devices
(5)Oral or written publication, includingmounted on automobile or truck chassis
publication by electronic means, of materialand used to raise or lower workers; and
that:(3)Air compressors, pumps and generators,
including spraying, welding, building (a)Appropriates a person's name, voice,cleaning, geophysical exploration, lighting photograph or likeness; orand well servicing equipment.(b)Unreasonably places a person in aHowever, "mobile equipment" does not include any false light.land vehicle that is subject to a compulsory or
b.Includes "bodily injury" caused by one or morefinancial responsibility law, or other motor vehicle
insurance law, where it is licensed or principally of the offenses described in Paragraph a.
garaged. Such land vehicles are considered above.
"autos".20."Pollutants" mean any solid, liquid, gaseous or17."Occurrence" means:thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals anda.An accident, including continuous or repeated waste. Waste includes materials to be recycled,exposure to substantially the same general reconditioned or reclaimed.harmfulconditions; or
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page19 of 21
Includes copyrighted material of Insurance Services Office, Inc. with its permission.Do not attach this form to a policy. It is for informational use only.DocuSign Envelope ID: 3C21065B-C7DA-4F44-A990-51A3C10835D4
COMMERCIAL GENERAL LIABILITY
21."Premises damage" means:contract calls for work at more than
onejob site.a.With respect to the first paragraph of the
exceptions in Exclusion j.of Section I –(c)When that part of the work done at aCoverageA– Bodily Injury And Property job site has been put to its intended
Damage Liability, "property damage" to any use by any person or organization otherpremises while rented to you for a period of than another contractor orseven or fewer consecutive days, including the subcontractor working on the same
contents of such premises; or project.
b.With respect to the exception to Exclusions c.Work that may need service, maintenance,through n.in the last paragraph of Paragraph 2.correction, repair or replacement, but whichof Section I – Coverage A – Bodily Injury And is otherwise complete, will be treated asProperty Damage Liability, "property damage" to completed.any premises while rented to you for a period of b.Does not include "bodily injury" or "propertymore than seven consecutive days, or while damage" arising out of:temporarily occupied by you with permission of
the owner, caused by:(1)The transportation of property, unless the
injury or damage arises out of a condition in(1)Fire;or on a vehicle not owned or operated by(2)Explosion;you, and that condition was created by the
(3)Lightning;"loading or unloading" of that vehicle by any
insured;(4)Smoke resulting from fire, explosion or
lightning; or (2)The existence of tools, uninstalled
equipment or abandoned or unused(5)Water.materials; orBut "premises damage" under this Paragraph (3)Products or operations for which theb.does not include "property damage" to any classification, listed in the Declarations orpremises caused by:in a policy Schedule, states that products-(1)Rupture, bursting, or operation of pressure completed operations are subject to therelief devices;General Aggregate Limit.
(2)Rupture or bursting due to expansion or 23."Property damage" means:swelling of the contents of any building or a.Physical injury to tangible property, including allstructure caused by or resulting from water;resulting loss of use of that property. All suchorloss of use will be deemed to occur at the time of
(3)Explosion of steam boilers, steam pipes,the physical injury that caused it; orsteam engines or steam turbines.b.Loss of use of tangible property that is not
physically injured. All such loss of use will be22."Products-completed operations hazard":
deemed to occur at the time of the "occurrence"a.Includes all "bodily injury" and "property that caused it.damage" occurring away from premises you For the purposes of this insurance, "electronic data"own or rent and arising out of "your product" or is not tangible property."your work" except:
24."Slogan":(1)Products that are still in your physical
a.Means a phrase that others use for the purposepossession; or
of attracting attention in their advertising.(2)Work that has not yet been completed or
b.Does not include a phrase used as, or in, theabandoned. However, "your work" will be name of:deemed completed at the earliest of the
following times:(1)Any person or organization, other than you;
or(a)When all of the work called for in your
contract has been completed.(2)Any business, or any of the premises,
goods, products, services or work, of any(b)When all of the work to be done at the person or organization, other than you.job site has been completed if your
Page20 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19
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COMMERCIAL GENERAL LIABILITY
25."Suit" means a civil proceeding in which damages (a)You;
because of "bodily injury", "property damage" or (b)Others trading under your name; or"personal and advertising injury" to which this (c)A person or organization whoseinsurance applies are alleged. "Suit" includes:business or assets you have acquired;
a.An arbitration proceeding in which such and
damages are claimed and to which the insured (2)Containers (other than vehicles), materials,must submit or does submit with our consent;parts or equipment furnished in connectionorwith such goods or products.
b.Any other alternative dispute resolution b.Includes:proceeding in which such damages are claimed (1)Warranties or representations made at anyand to which the insured submits with our time with respect to the fitness, quality,consent.durability, performance or use of "your26."Temporary worker" means a person who is product"; andfurnished to you to substitute for a permanent (2)The providing of or failure to provide"employee" on leave or to meet seasonal or short-warnings or instructions.term workload conditions.
c.Does not include vending machines or other27."Title" means a name of a literary or artistic work.property rented to or located for the use of28."Unsolicited communication" means any others but not sold.communication, in any form, that the recipient of 31."Your work":such communication did not specifically request to
a.Means:receive.
(1)Work or operations performed by you or on29."Volunteer worker" means a person who is not your
your behalf; and"employee", and who donates his or her work and
acts at the direction of and within the scope of (2)Materials, parts or equipment furnished induties determined by you, and is not paid a fee,connection with such work or operations.salary or other compensation by you or anyone else b.Includes:for their work performed for you.
(1)Warranties or representations made at any30."Your product":time with respect to the fitness, quality,a.Means:durability, performance or use of "your
(1)Any goods or products, other than real work"; and
property, manufactured, sold, handled,(2)The providing of or failure to providedistributed or disposed of by:warnings or instructions.
CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page21 of 21
Includes copyrighted material of Insurance Services Office, Inc. with its permission.Do not attach this form to a policy. It is for informational use only.DocuSign Envelope ID: 3C21065B-C7DA-4F44-A990-51A3C10835D4